EXHIBIT 99.1
FIRST AMENDMENT TO
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CREDIT AGREEMENT (MULTI-YEAR FACILITY)
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT (MULTI-YEAR
FACILITY) (this "First Amendment") is dated as of May 17, 1994
and is entered into by and among MATTEL, INC., a Delaware
corporation (the "Company"), THE FINANCIAL INSTITUTIONS LISTED ON
THE SIGNATURE PAGES HEREOF (the "Banks"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks
(the "Agent") and amends the Credit Agreement (Multi-Year
Facility) dated as of March 18, 1994 among the Company, the Banks
and the Agent (the "Agreement").
RECITAL
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The Company has requested that the Banks and the Agent
amend the Agreement, and the Banks and Agent are willing to amend
the Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms. All capitalized terms used herein have the
same meanings as in the Agreement unless otherwise defined
herein. All references to the Agreement shall mean the Agreement
as hereby amended.
2. Amendments. The parties hereto agree that the
Agreement is amended as follows:
2.1 The definition of "Certificate of Deposit Rate"
within the definition of "CD Rate" in Section 1.1 of the
Agreement is amended by deleting "Reference Banks" on the next-to-
last line thereof and inserting "Agent" in lieu thereof.
2.2 Section 1.1 of the Agreement is amended by
inserting the following definition in proper alphabetical order:
"'Commitment' means the Aggregate Loan
Commitment, the Aggregate 364-Day Commitment or the
Aggregate Receivables Commitment (collectively, the
"Commitments").
2.3 Section 2.5 of the Agreement is amended and
restated in its entirety as follows:
"2.5 Adjustments of Aggregate Loan
Commitment and Aggregate Receivables Commitment.
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"(a) Reduction and Termination of
Commitments. The Company may from time to time, in
accordance with Section 2.5(c), reduce or terminate the
Aggregate Loan Commitment or the Aggregate Receivables
Commitment. The Company may effect changes in the
Aggregate 364-Day Commitment pursuant to the 364-Day
Facility. Any reduction or termination of any
Commitment pursuant to this Section 2.5(a) shall be
permanent.
"(b) Reallocation of Commitments. In
addition, the Company may from time to time, in
accordance with Section 2.5(c), (i) reallocate the
Aggregate Receivables Commitment to the Aggregate Loan
Commitment and/or (ii) reallocate the Aggregate Loan
Commitment to the Aggregate Receivables Commitment;
provided, however, that (x) the Company may not deliver
a Change in Commitment Notice (as hereafter defined) to
the Agent to reallocate Commitments pursuant to this
Section 2.5(b) more than four times in any consecutive
12-month period, (y) the Aggregate Receivables
Commitment may not exceed $250,000,000 at any time, and
(z) the Aggregate Loan Commitment may not be reduced to
less than $125,000,000 pursuant to this Section 2.5(b)
at any time.
"(c) Procedures. (i) The Company may effect
the termination, reduction or reallocation of the
Aggregate Loan Commitment or the Aggregate Receivables
Commitment by delivering a fully completed notice (a
"Change in Commitment Notice") to the Agent
substantially in the form of Exhibit H not less than
three Business Days' prior to the date of the requested
termination, reduction or reallocation.
"(ii) Promptly after receipt of any Change
in Commitment Notice (and in no event later than the
end of the following Business Day), the Agent shall
notify each Bank and the Transfer and Administration
Agent thereof. In the case of any reduction,
termination or reallocation of the Aggregate
Receivables Commitment, the Agent shall directly
contact the Transfer and Administration Agent for any
relevant information.
"(iii) Any partial reduction or reallocation
of a Commitment shall be in an aggregate minimum amount
of $10,000,000 for each such Commitment, and integral
multiples of $1,000,000 in excess of that amount for
each such Commitment. Any reduction or reallocation of
any Commitment shall be applied to each Bank in
accordance with such Bank's Pro Rata Share thereof.
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All accrued commitment fees to, but not including the
effective date of any termination of any Commitment,
shall be paid on the effective date of such
termination.
"(iv) No reduction, termination or
reallocation of any Commitments shall be permitted if,
after giving effect thereto and to any prepayments made
on the effective date thereof, (A) the outstanding
principal amount of the Loans hereunder would exceed
the Aggregate Loan Commitment; or (B) the Total
Outstanding Investment would exceed the Aggregate
Receivables Commitment.
"(v) Concurrently with any termination,
reduction or reallocation of the Aggregate Loan
Commitment, the Company shall sign such amended Notes
as requested by the Banks through the Agent to reflect
such change."
2.4 A new Section 2.9(c) is inserted into the
Agreement immediately following Section 2.9(b) as follows:
"(c) The Company shall pay to the Agent such
fees as may from time to time be agreed upon between
the Company and the Agent."
2.5 Section 4.2(b) of the Agreement is amended and
restated in its entirety as follows:
"(b) The representations and warranties of
the Company contained in any Loan Document (except the
representation and warranty contained in Section 5.9
and, in the case of a borrowing of Loans where the
aggregate principal amount of the Loans being made on
that Funding Date equals or is less than the aggregate
principal amount of Loans maturing on that Funding
Date, the representation and warranty contained in
Section 5.11), shall be true, correct and complete in
all material respects on and as of that Funding Date,
to the same extent as though made on and as of that
Funding Date; and"
2.6 Section 7.6 of the Agreement is amended by
deleting "$736,000,000" and inserting "$655,000,000" in lieu
thereof.
2.7 A new Exhibit H is added to the Agreement in the
form of Exhibit H hereto.
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3. Representations and Warranties. The Company
represents and warrants to the Banks and the Agent:
3.1 Authorization. The execution, delivery and
performance of this First Amendment by the Company has been duly
authorized by all necessary corporate action by the Company and
has been duly executed and delivered by the Company.
3.2 Binding Obligation. This First Amendment and the
Agreement are legal, valid and binding agreements of the Company,
enforceable in accordance with their respective terms, except to
the extent enforceability thereof may be limited by applicable
law relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting
creditors' rights generally or by the application of general
principles of equity.
3.3 No Legal Obstacle to Agreements. Neither the
execution of this First Amendment, the making by the Company of
any borrowings under the Agreement, as amended hereby, nor the
performance of the Agreement by the Company has constituted or
resulted in or will constitute or result in a breach of the
provisions of any material agreement, or the violation of any
law, judgment, decree or governmental order, rule or regulation
applicable to the Company, or result in the creation under any
material agreement of any security interest, lien, charge, or
encumbrance upon any of the assets of the Company. No approval
or authorization of any Governmental Person is required to be
obtained by the Company to permit the execution, delivery or
performance by the Company of this First Amendment, the Agreement
as amended hereby, or the transactions contemplated hereby or
thereby, or the making of any borrowing by the Company under the
Agreement, as amended hereby.
3.4 Incorporation of Certain Representations. The
representations and warranties set forth in Section 5 of the
Agreement are true and correct in all material respects on and as
of the date hereof as though made on and as of the date hereof
except to the extent such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all
material respects on and as of such earlier date.
3.5 Default. No Default or Event of Default under the
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of
this First Amendment shall be subject to the compliance by the
Company with its agreements herein contained, and to the delivery
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of the following to Agent in form and substance satisfactory to
Agent:
4.1 Corporate Resolution. A copy of a resolution
or resolutions passed by the Board of Directors of the Company,
certified by the Secretary or an Assistant Secretary of the
Company as being in full force and effect on the effective date
of this First Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and
performance of this First Amendment and any note or other
instrument or agreement required hereunder.
4.2 Authorized Signatories. A certificate, signed by
the Secretary or an Assistant Secretary of the Company and dated
the date of this First Amendment, as to the incumbency of the
person or persons authorized to execute and deliver this First
Amendment and any instrument or agreement required hereunder on
behalf of the Company.
4.3 Other Evidence. Such other evidence with respect
to the Company or any other person as the Agent or any Bank may
reasonably request to establish the consummation of the
transactions contemplated hereby, the taking of all corporate
action in connection with this First Amendment and the Agreement
and the compliance with the conditions set forth herein.
5. Miscellaneous.
5.1 Effectiveness of the Agreements. Except as hereby
amended, the Agreement shall remain in full force and effect.
5.2 Waivers. This First Amendment is specific in time
and in intent and does not constitute, nor should it be construed
as, a waiver of any other right, power or privilege under the
Agreement, or under any agreement, contract, indenture, document
or instrument mentioned in the Agreement; nor does it preclude
any exercise thereof or the exercise of any other right, power or
privilege, nor shall any future waiver of any right, power,
privilege or default hereunder, or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of any
other term or provision.
5.3 Counterparts. This First Amendment may be
executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and
the same instrument. This First Amendment shall not become
effective until the Company, the Banks, the Agent, and Mattel
Sales shall have signed a copy hereof, whether the same or
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counterparts, and the same shall have been delivered to the
Agent.
5.4 Jurisdiction. This First Amendment, and any
instrument or agreement required hereunder, shall be governed by
and construed under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above
written.
MATTEL, INC.
By /s/ William Stavro
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Vice President and
Treasurer
AGENT BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By /s/ Kay Warren
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KAY WARREN
Vice President
BANKS: BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Robert W. Troutman
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ROBERT W. TROUTMAN
Vice President
ABN AMRO BANK N.V.
By /s/ Ellen M. Coleman
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Title Assistant Vice President
By /s/ J. Alexander Pruijs
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Title Vice President
(Signatures continue)
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THE BANK OF CALIFORNIA, N.A.
By /s/ Thomas H. Tegart
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Title Vice President
BANQUE NATIONALE DE PARIS
By /s/ Clive Bettles
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Title Vice President
By /s/ Rafael C. Lumanlan
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Title Vice President
CHEMICAL BANK
By /s/ John J. Huber III
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Title: Managing Director
CONTINENTAL BANK N.A.
By /s/ Donald Hartmann
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Title Vice President
DRESDNER BANK AG, Los Angeles
Agency
By /s/ Barbara J. Readick
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Title Vice President
By /s/ Dennis G. Blank
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Title Assistant Vice President
(Signatures continue)
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THE FIRST NATIONAL BANK OF BOSTON
By /s/ J. Peter Mitchell
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Title Director
MANUFACTURERS & TRADERS TRUST CO.
By /s/ Geoffery R. Fenn
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Title Vice President
MARINE MIDLAND BANK
By /s/ Mary Ann Tappero
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Title Vice President
NATIONSBANK OF TEXAS, N.A.,
as a Bank and as Transfer
and Administration Agent.
By /s/ J. Blake Seaton
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Title Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ John R. Heskett
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Title Commercial Banking Officer
(Signatures continue)
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ISTITUTO BANCARIO SAN
PAOLO di TORINO SpA
By /s/ Roberto Gorlier
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Title Branch Manager
By /s/ Glen Binder
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Title Assistant Vice President
TORONTO-DOMINION (TEXAS), INC.
By /s/ Warren Finlay
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Title Vice President
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EXHIBIT H TO FIRST AMENDMENT
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EXHIBIT H
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CHANGE IN COMMITMENTS NOTICE
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For Multi-Year Facility
and
Transfer and Administration Agreement
TO: Bank of America National Trust
and Savings Association, as Agent
1455 Market Street, 12th Floor
San Francisco, CA 94103
Attention: Global Agency
NationsBank of Texas, N.A., as Agent
444 South Flower Street, Suite 1500
Los Angeles, Ca 90071-2901
Attn: J. Blake Seaton
Gentlemen:
Pursuant to (a) Section 2.5 of that certain Credit Agreement
(Multi-Year Facility) dated as of March 18, 1994, as amended (the
"Credit Agreement") among Mattel, Inc., a Delaware corporation (the
"Company"), the Banks named therein (the "Banks") and Bank of
America National Trust and Savings Association, as Agent (the
"Agent") and/or (b) Section 2.11 of that certain Amended and
Restated Transfer and Administration Agreement dated as of March
19, 1994, as amended, among Mattel Sales Corp., as transferor, the
Company, as guarantor and servicer, the banks named therein, and
NationsBank of Texas, N.A., as Transfer and Administration Agent,
please effect the following changes in the Aggregate Receivables
Commitment/Facility Limit and/or the Aggregate Loan Commitment:
1. Effective Date of Change:
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__________ __, 19__
2. Requested Change:
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a. Please permanently reduce the [Aggregate Receivables
Commitment/Facility Limit] [Aggregate Loan Commitment] by
$___________.
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b. Please permanently terminate the [Aggregate
Receivables Commitment] [Aggregate Loan Commitment].
c. Please reallocate $___________ from the [Aggregate
Receivables Commitment/Facility Limit] [Aggregate Loan
Commitment] to the [Aggregate Loan Commitment] [Aggregate
Receivables Commitment/Facility Limit].
3. Summary of Changes:
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Before Change After Change
in Commitment/ in Commitment/
Facility Limit: Facility Limit:
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Aggregate Loan Commitment/Facility Limit:
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Aggregate Loan Commitment $_____________ $_____________
Aggregate Outstandings $_____________ $_____________
Aggregate Receivables Commitment/Facility Limit:
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Aggregate Receivables
Commitment/Facility Limit $_____________ $_____________
Total Outstanding Investment $_____________ $_____________
Unless otherwise defined herein, capitalized terms used herein
have the meanings assigned to them in the Agreement. "Facility
Limit" is used herein as defined in the above-referenced Amended
and Restated Transfer and Administration Agreement.
DATED: __________________
MATTEL, INC.
By _______________________
Name _____________________
Title ____________________
*Signature required only MATTEL SALES CORP.*
when Aggregate Receivables
Commitment changed
By _______________________
Name _____________________
Title ____________________
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CONSENT OF MATTEL SALES CORP.
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The undersigned Mattel Sales Corp. hereby consents to the
foregoing First Amendment to Credit Agreement (Multi-Year Facility)
dated as of May 17, 1994, and reaffirms the Continuing Guaranty
(Multi-Year Facility) dated as of March 18, 1994.
Dated: May 17, 1994
MATTEL SALES CORP.
By: /s/ William Stavro
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Title: Vice President and
Treasurer